Just The Way You Look Tonight
by DannyFan66
Summary: Song Fiction request from maximom4077...Niles/CC it's sort of a what could have happened after "The Nose Knows"... Let me know what you think! - D


Disclaimer: I don't own any part of character of The Nanny…but if I had my choice…

A/N: Request for a song fic from Maximom4077. Let me know what you think…-D

**The Way You Look Tonight**

"I don't think it's possible to be looking less forward to attending an awards banquet." CC groaned as she finished fixing her make-up in the vanity mirror. "Well, I suppose if I wasn't nominated…or if I had to go alone…" CC took one last look and stood up, just as the knock came on the door.

CC opened the door. "Good evening, Miss…Wow! You look amazing!" Niles allowed the compliment to fall from his mouth without thinking…at least without thinking with his brain. He was right too...she did look amazing in her shimmering charcoal grey gown and her hair piled up on top of her head.

"You don't look too bad yourself, Dust Buster." CC took in the entire package. Head to toe Niles was handsome there was no denying it. His hair was just the right length, just curling slightly over the collar of his shirt. He always looked remarkable in his tuxedo, but this was a different tuxedo. "Is that a new tux, Niles?"

Niles suddenly felt odd…how could he admit he thought the banquet and his 'date' warranted buying a new tuxedo. "Oh, yes, well the other was getting a bit ratty, so I decided this was as good a reason as any to get a new one. Do you like it?"

"It's very nice." CC cooed a little too enthusiastically as she absentmindedly ran her hand up and down the lapel before she caught herself. "You know…for a tux." CC stepped out into the hallway and locked her door. "Well, let's go and get this over with."

In the silence, Niles allowed his thoughts to wander.

_Some day, when I'm awfully low,  
When the world is cold,  
I will feel a glow just thinking of you...  
Just the way you look tonight._

The banquet moved along as one would expect. It was usually the same, cocktails and schmoozing with the other nominees, photo opportunities, followed by dinner and then the actual ceremony. For the most part CC truly hated them. They were a necessary evil she'd admitted to herself ages ago. She'd even have to admit she was usually accompanied by her partner's butler. Though…there was definitely something different tonight. _"Yeah."_ CC thought to herself as Niles extended his hand for the next dance. _"I'm paying him."_

"Hello? Miss Babcock? Don't leave me hanging here. Shall we?" Niles repeated since CC hadn't refused nor had she taken his hand.

CC looked up into his eyes and just couldn't help but wonder if must maybe some of the glimmer they held was actually for her and not just the $250.00 she was paying him. "Yes, I'd like that, Niles."

She smiled like he'd never seen before. It wasn't the smile of the conniving CC or the evil, glaring CC, not even the smile of the sultry, come hither CC. This was a completely different smile. This smile was soft and warm and…feminine.

"Let's go, then." He responded still not sure what the strange tingling sensation he felt when she spoke so softly meant. But as he walked her to the floor, her hand in his, warm and soft he couldn't help but let his eyes just drink her in. As he took her in his arms and led her smoothly around the floor Niles felt a different sensation. Not the desire he'd felt last year when they shared that passionate kiss in the den. Not the lustful twitch he'd so often felt when she'd toss a zinger and follow with her deep sultry laugh. No…this was definitely different, this was a warm almost fluid sensation he felt engulfing him entirely. He gave voice to the feeling as he sang softly with the music his eyes finally finding hers.

_You're so lovely, with your smile so warm  
And your cheeks so soft,  
There is nothing for me but to love you,  
Just the way you look tonight._

CC's mind raced. Hard as she tried she couldn't pull her gaze from his. _"Is he singing…to me?"_ She felt her heart pounding. _"What the hell am I feeling…this is the Dust Mop? Did he just say he loved me? No, it couldn't be, it was just the song, the lyrics. But something…feels different. And what's that look in his eyes? I've seen it before, but…never from so…close."_ CC felt her mouth go suddenly dry with the odd stirrings she was feeling.

"_Dear God just look at her. She's so beautiful."_ Niles mind raced as well. _"I never would've guessed, but it's true. I'm in love with the witch. Great, finally I feel what I've heard about my entire life and I have to feel it for the Ice Queen."_ Niles suddenly felt the warming in his cheeks and hoped that CC would miss it or think maybe it was just the dancing.

CC swore she noticed the blush coming to his cheeks as she rested her head on his shoulder. _"He was blushing. My Niles was blushing!"_ A small smile slipped onto her face and then her eyes grew wide. _"Did I just say…my Niles? I did."_ CC sighed a little. _"Well, I'll be damned. All these years, he's always kind of been…my Niles."_

* * *

Later that evening, when they got back to the mansion they continued dancing together. "You know, I'm really glad this little fling between you and Chandler is over."

"Oh?" An obviously interested CC goaded him for more information.

Niles nodded slightly and looked away for a moment. "Yes, he was beneath you."

"Not anymore." CC tossed out and they joined in a deep and sultry laugh at her meaning. "Oh, I almost forgot…here's your check.""

Niles looked over the check and tore it up. Then he glanced at CC and tossed the pieces over his shoulder. "This one's on me." Niles took her again in his arms and as the song came to an end he dipped her with a flourish.

"Oh, Niles…" CC tossed out laughing lightly at his gallant maneuver.

They continued dancing in silence. Each examining the other with their eyes as the familiar song from the banquet began. Niles thought to himself. _"I wonder if she has any idea how truly beautiful she is?"_

"_He's such an amazing dancer, I never want another partner. He really knows how to treat a lady, always such a gentleman." _CC thought as her eyes ran slowly over his handsome features.

Niles sighed. "You take my breath away, CC. You're so very beautiful." The words casually left his mouth as if it were common place between them.

CC was stopped dead in her tracks by his words. They were so genuine and sincere, and he spoke them so soft and lovingly. CC felt her heart practically burst through her chest and he body was bathed in warmth. The only explanation of which was Niles' confession and her sheer nearness to him. CC smiled softly and sang to him this time.

_With each word your tenderness grows,  
Tearing my fear apart...  
And that laugh that wrinkles your nose,  
Touches my foolish heart._

You're lovely ... Never, ever change.  
Keep that breathless charm.  
Won't you please arrange it?

Niles felt his chest puff out just a bit with each word she sang. They stood there her hands still in his, their eyes still locked and Niles joined CC in the last…most important line of this song of declaration for them both.

_'Cause I love you ... Just the way you look tonight._

Niles pulled her tightly into his arms and kissed her. It was a warm, deep and passionate kiss with all the intensity of that kiss from a year before, but different somehow, too. This time it was more an acquiescence…to something they both knew and now finally accepted. Niles and CC were desperately in love and taken in by each other and

_Just the way you look to-night._

As the song which would quickly become 'their' song ended. Niles broke the kiss, took CC's hand in his, turned off the stereo and the light and led her through the kitchen and up to his room. When they reached the door he paused only for a moment and turned to get her permission to continue. "CC…"

Niles didn't get a chance to finish whatever question graced his mind as CC's lips graced his lips preventing him from continuing. His hands moved to her face and CC's moved to find the handle to his bedroom door. When she did she turned it sending them careening into Niles' room and onto his bed.

In a fit of laughter, Niles managed to kick his door closed and get them into a more comfortable position on his tidy bed. Looking up into the blue eyes he's lost himself in for years he finally realized what is about to happen. "Dear God, CC…I've dreamed of and imagined this moment so many times and for so long…I'm not sure what to do first."

CC gazed down at him. "You've dreamed about this?"

"More than just dreamed, hoped, wished, fantasized…" Niles flashed his boyish grin.

CC leaned down and kissed him silent. "That's the one I'm interested in. What kind of fantasies?" CC whispered and she leaned against his chest.

"You want to hear them…now?" Niles couldn't believe he was in his room with CC Babcock, the love of his life, laying in his bed, with her gown up around her hips as he straddled is waist and she wants him to tell her about his fantasies. "Uhm…couldn't we chat about them later?"

CC adjusted herself on him a bit bringing a strained hiss from his lips. "Oh…I think I'd really like to know now…if that's alright."

"CC…that's not playing fair." Niles slipped his hands lightly under her gown and rested them on her hips. "I think you can tell that one of the fantasies is well under way…under you."

CC tossed her head back on a sultry laugh and felt Niles' twitch beneath her. "Mmmmmmmm…I always wondered what that laugh did to you."

"Now you know…" Niles pulled CC down into a searing kiss as he quickly changed his hand position and made quick work of the zipper on the back of her gown and just as quickly slipping the tiny straps down her arms revealing her strapless black lace bra. "My God, Woman…you're amazing."

CC smirked at the intensity in his eyes. "You ain't seen nothin' yet, Butler Boy." CC reached between her breasts and flipped the front closure literally causing the bra to pop open and fall to the bed, releasing her to his lustful gaze. CC leaned forward, her hands on Niles' wrist keeping him from touching her, and she whispered in his ear. "So, ya gonna tell me about those fantasies now?" Niles winced and CC felt the telltale twitch again.

"CC…please…let me touch you." Niles nearly whined. CC slowly shook her head. "Not until I get what I want." CC leaned back and slipped off her heels, still keeping Niles' wrists held nearly at her center. "I'm sure I can think of something to do while I wait."

CC released Niles' hands and lifted herself off of him. Standing next to the bed she removed her gown and panties. "Well…let's see…" She stood naked before him with her hands planted firmly on her hips and waited.

Niles was amazed at this incredible woman who so unabashedly had taken control of this night. He leaned up on his elbows and just watched to see what she would do, still amazed at how incredibly gorgeous she was and how confident she seemed. Niles waited, and watched as she strolled causally around his room, naked as the day she was born…as if it were something she did every day.

"CC…please…you're driving me crazy!" Niles could feel his arousal straining against his trousers. He carefully sat up and slipped off his shoes and socks.

CC turned to face him. "Well, when you're ready to give me what I want…I'll be ready to…give a little back."

"For God's sake, Woman…" Niles nodded at his well tented pants. "Just look at me!" CC smiled at him, pleased that she could excite him so much.

"Well then?" CC waited with her hands still perched on her naked hips.

Niles adjusted uncomfortably. "CC…please…it's embarrassing."

"Niles…" CC stepped forward until she was nearly within his reach, but she wasn't giving in. "I'm standing her completely exposed…nothing you can say to me should be embarrassing."

Niles sighed heavily. "Can I at least start…with something simple?" CC nodded. "I've always thought how incredible it would feel to have you undress me." Niles swallowed.

CC stepped in between his legs and slipped his jacket off his shoulders and turned to drape it on the back of his desk chair. Then she moved on to his tie and shirt handily removing them and tossing them aside. The she pulled his undershirt over his head and tossed it with the rest. Then she knelt down between his legs and dropped a few warm kisses on his chest. "Something like this?" She cooed softly.

"Uh…huh…" Niles winced and felt himself twitch at her attentions. CC kissed a line down to his belly button and Niles felt her hands at his waist and then a bit of relief when she flipped the clasp of his pants and lowered the zipper.

CC stood again. "Lie back…" Niles dropped to his back and CC couldn't contain the small laugh that escaped her lips. "No…lean up on your elbows…I'll need a little help." Niles did as instructed and groaned throatily as he felt CC's warm hands slip her hands under the waist band of his pants and boxers slowly pulling them toward his feet. "Lift up a little, Baby." Again, Niles did as instructed praying he could hold on.

"CC…you are driving me insane…this is cruel…" Niles was on the verge of begging and his voice gave him away.

CC laid his pants over the seat of the chair that held his jacket and Niles knew it was just another way for her to torture him. "Now, Niles…this isn't how I do cruel. You said you wanted me to undress you…"

"I'm undressed now, please let me touch you." Niles was begging now, in his best manly man British voice, but definitely begging. CC stood between his legs again where he sat on the edge of his bed. She looked down at him as he looked up into her eyes. "Please…"

CC took his hands and rested them on her hips, her hands holding them in place. "Tell me another fantasy, and I'll put them somewhere more...interesting."

"CC…that's not fair…" Niles groaned audibly. CC could feel him pulling against her grip. It was part of this game though, it had to be. Niles could easily free himself from her hold. "I've…imagined you…" Niles swallowed hard. "I've…imagined you…dusting me." Niles winced the moment the words left his mouth waiting for her mocking laughter to fill his ears. She moved away slowly and opened the previously examined top drawer of his dresser to remove what she could only assume to be his, 'special' duster.

"Lay down, Baby." CC cooed huskily.

_"Baby."_ Niles let his thoughts go. _"Every time she calls me that I want to just grab her and take her."_ Niles, still with his eyes closed did as she instructed.

CC straddled him again and smiled at the hiss that he released as the warm dampness from her center met with the firmness of his arousal. "Now…let's see…you do this every day…so it can't be that difficult." CC offered him her sultry laugh and felt his hardness move against her warmth, this time it was CC who hissed. "Easy big fella."

CC started with the duster moving slowly up Niles' left arm. Making little, soft swirls and side to side motions as she worked her way to his chest and across to his other arm. Then she focused a bit on his chest making little swirly movements over his nipples causing him to gasp lightly. "Dear God, Woman…you are going to regret torturing me, I will have my revenge."

"I certainly hope so." CC growled at him as she moved the dusted slowly down his chest to his belly where she paused only long enough to slide back just a bit and watch as his little soldier 'snapped' to attention. "Oh Niles…look at you." CC cooed as she drew the duster down over his bits and pieces.

Niles head pressed into the pillow. "Oh, God…CC…"

CC had the cat that ate the canary evil grin on her face. "That's it, Baby…let me know what I'm doing to you." CC made small swirls with the duster. Continuing her focus on Niles' groin but not staying in any one place long enough to…bring an end to their evening.

"CC…you're going to make me cum… no more… please…let me…" Niles couldn't finish his plea because of the strained gasped that forced its way from him as CC impaled herself upon him. "Oh, God…CC."

"That's it, Baby…" CC whispered as she began her slow, steady thrusts. She leaned forward and took his lips in a heated kiss. Then…just as she'd promised she leaned close to his ear and whispered again. "Touch me, Niles."

Niles hands flew to her back and he pulled her into a kiss so passionate that CC stopped thrusting altogether. This in turn, gave Niles all the chance he needed to flip CC onto her back and drive himself deeper still. "Oh, Niles…yes!" CC's head snapped back into the pillow and her hands flew to his face. He pulled away. "What?" CC was visibly worried, concerned she'd over stepped in their little game.

"No touching." Niles stated flatly finally having the…upper hand. He took her wrists and held them just over her head. "Now, it's my turn for a little torture. Niles slowed his pace, pulling out almost completely before slowly sliding himself in, taking great care to go just a bit deeper with each thrust. "So…you want to hear my fantasies…huh?"

CC couldn't respond, her breathing was shallow and erratic as he teased her core bringing her close, so close, but not quite to completion, ebbing off her orgasm with each tentative withdrawal. "Niles, God, faster please…"

"There's one…hearing you beg me…" Niles leered down at the tension in her face. "There's another…seeing you…beneath me…so close…" Niles drove himself just a little harder.

"Niles…Ughmmm…" CC moaned as her body went stiff with her hard climax. When the tension left her she sighed. "Oh, God, Niles…"

Niles took her lips into a searing kiss. "I'm not finished yet, woman…" Niles looked down into her eyes, eyes which were now opened and looking at him in a new way.

"I love you, Niles." CC released on a breath.

Niles froze for barely a moment at her words. "And that is the greatest of them all."

Niles returned to his intense and focused momentum. "My God, CC…you feel good."

"uhn…uhn…" CC was practically mewing as she could feel the tell tale tingle building again with each soft, stroking thrust from him. "God…Niles…don't stop…I'm so…close…so…"

Niles nipped softly at the skin of her neck and lifted her leg up over his hip. "That's it, Love…cum for me…take me with you…" CC's body reeled with pleasure at the soft loving manner with which he coaxed her to climax. As she tightened around him, Niles too, was pulled over the edge with her.

When their heart rates slowed again to normal, Niles rolled onto his side to look into the eyes that belong to the woman he so completely loved. "My God, Woman, I love you…fully, completely and desperately. You're all I've ever wanted and all I'll ever need." Niles leaned in and kissed her warmly.

"I love you, too, Niles." CC examined every feature of his handsome face. Then his impish grin greeted her. "What are you smiling at?"

Niles sighed heavily and ran his hand over her cheek. "Just the way you look, tonight."


End file.
